An analysis of the activities of the Nevsky Plant under the leadership of S. I. Mamontov in the 1890s. The aim of the study is to determine the effectiveness of family control over an industrial ...business focused on the production for various transport purposes. For the first time, with the involvement of archival materials, a description of the joint work of S. I. Mamontov, his relatives and business partners on the implementation of an extensive infrastructure project is given. Particular attention is paid to the functioning effectiveness of the Nevsky Plant Partnership in its various organizational forms, production and financial situations. The ability of the key owner to coordinate his interests with the tasks of the development of a large company for any foreseeable future is considered. It is shown that the results of the Nevsky Plant activities in the 1890s were contradictory. It is followed by the ruin of its largest shareholder, on the one hand, the growth of the production potential of the St. Petersburg enterprise on the other hand. It is concluded that the bankruptcy of S. I. Mamontov not so much reflected the lack of a future for the industrial and transport companies he headed, but rather showed the discrepancy between the investment and administrative model of family business used and the scale of the technical, technological and managerial tasks facing the key owner.
Formalni pojam kontrole u pravu preuzimanja razlikuje se od materijalnopravnog pojma kontrole u pravu povezanih društava s obzirom na opseg sudjelovanja u temeljnom odnosno glasačkom kapitalu ...ciljnoga odnosno ovisnoga društva. Razlika u određenju pretpostavljene mogućnosti prevladavajućeg utjecaja i kontrole nad društvom ne proizlazi iz različitog stupnja utjecaja u društvu. Jer i vladanje i kontrola ponajprije ovise o mogućnosti postavljanja članova upravljačke strukture, a koja se ostvaruje dosezanjem obične većine na glavnoj skupštini društva. Ako dioničar i ne drži apsolutnu većinu glasačkih prava u društvu, kadar je izvršavati prevladavajući utjecaj u njemu. Stjecanjem dionica s pravom glasa u iznosu većem od 25% dioničar prekoračuje kontrolni prag i dužan je objaviti javnu ponudu za preuzimanje, a adresati ponude su svi preostali tzv. manjinski dioničari ciljnoga društva. Oni slobodno odlučuju o prihvatu ponude i istupanju iz društva ili njezinu odbijanju. Stjecatelju dionica pribrajaju se glasovi i onih dioničara koji s njim zajednički djeluju. Uočena su nedostatci u određenju visine kontrolnog praga kao i uređenju zajedničkog djelovanja pa se de lege ferenda preporučuje izmjena relevantnih odredbi i daju se prijedlozi za nju. U pravu povezanih društava štite se vanjski dioničari ovisnoga društva na način da ih se ovlašćuje na isplatu primjerene naknade odnosno otpremnine, ali samo u slučajevima kada je sklopljen ugovor o vođenju poslova društva i ugovor o prijenosu dobiti. Moć vladajućega društva nad ovisnim iskazuje se sintagmom „prevladavajući utjecaj“. Vladajuće je ono društvo koje može neposredno ili posredno imati prevladavajući utjecaj na ovisno društvo, a presumira se da je društvo koje se nalazi u većinskom sudjelovanju ovisno o društvu koje u njemu ima većinski udio. Nakon razmatranja odnosa moći u društvima dionice kojih su uvrštene na uređenom tržištu i povezanih društava uočava se da se pravozaštitni ciljevi prava preuzimanja i prava povezanih društava ne preklapaju, niti su im isti adresati osim u slučaju društava dionice kojih su uvrštene na uređeno tržište.
The formal concept of control in the law on takeover differs from the substantive concept of control in the law on affiliated companies related to the extent of participation in the basic or voting capital of the target or subsidiary company. The difference in determining the assumed possibility of prevailing influence and control over the company does not stem from a different degree of influence in the company. This is because both governance and control primarily depend on the possibility of appointing members of the management structure, which is achieved by reaching a simple majority at the general meeting of the company. If the shareholder does not even hold the absolute majority of voting rights in the company, s/he can exercise his/her predominant influence therein. By acquiring shares with voting rights to an amount greater than 25%, the shareholder exceeds the control threshold and is obliged to announce a public offer for takeover, and the addressees of the offer are all the remaining so-called minority shareholders of the target company. They freely decide whether to accept the offer and leave the company or reject it. The votes of those shareholders who act together with him/her are added to those of the share acquirer. Shortcomings were observed in the determination of the maximum of the control threshold as well as in arranging joint action, so recommendations de lege ferenda regarding amendments to the relevant provisions and proposals are made. In the law of affiliated companies, the external shareholders of the subsidiary company are protected in such a way that they are authorized to pay appropriate compensation or severance pay, but only in cases where a contract on the management of the company’s affairs and a contract on the transfer of profits have been concluded. The power of the ruling company over the dependent is expressed by the phrase “dominant influence”. The ruling company is the one that can directly or indirectly have a predominant influence on the dependent company, and it is presumed that the company that is in majority participation is dependent on the company that has a majority share in it. After considering the power relations in companies whose shares are listed on the regulated market and related companies, it is observed that the legal protection objectives of the right of takeover and the rights of related companies do not overlap, nor are they the same addressees, except in the case of companies whose shares are listed on the regulated market.
The authors of the article have analyzed the understanding of ownership as a central entity and the main regulator of economic relations within a joint-stock company. It has been stated that ...ownership is associated with such categories as «property» and «right», which raises a considerable number of methodological issues originated by the formation of joint-stock companies’ ownership and shareholders rights in relation to the ownership. Particular attention has been paid to the fact that ownership in such a company as an economic category performs a certain function, which consists in the formation of a considerable amount of capital on the most profitable for all persons involved in this process, in order to its maximum profitable use. It has been noted that if we talk about the ownership of a joint-stock company, then it is formed by the issue of shares, and accordingly, the company, which is interested in attracting significant funds, conducts open placement, the proceeds of which are accumulated to use in its business activities. The authors have provided arguments in favor of other positive aspects of stock ownership that make it universal and capable of application wherever there is the need to accumulate significant amounts of funds and limit the scope of liability.
It has been concluded that ownership in a joint-stock company as an economic category performs a certain function, which makes it not only an economic, but also a legal category. This function is to generate a large amount of capital in the most profitable terms for all persons involved in this process, for its maximum profitable use. The category of «stock ownership» is used when referring to the legal regime of ownership in a joint-stock company — the ownership rights of the shareholders for the shares and the ownership rights of the company for the property, which in their implementation intersect and affect one another.
It has been supposed that the most appropriate model, to which stock ownership tends, is confidential property, ideology and practices of trusts. However, it is quite clear that its application in Ukraine in the present state of legal regulation is hardly worth supporting.
The purpose of the conducted research is to develop indicators of the structure of the share capital of joint-stock companies and methods of their quantitative determination, as well as to explore ...the impact of the distribution of shares on the distribution of the management resource of the company among the owners of shares. In modern studies, much attention is paid to the issues of quite complex interaction of different groups of shareholders in the process of creating and running a relevant business. The article proves that the nature of these relationships, their effectiveness and features of corporate management of the enterprise are largely defined by the structure of shares distribution in the company. A group of indicators is proposed for characterizing the structure of shares distribution in a jointstock company: concentration, dispersion and differentiation of share capital. A methodology of their quantitative calculation has been developed. The indicator of share capital concentration shows the degree of concentration of share capital among the company’s participants, which makes it possible to accurately determine whether a particular joint-stock company belongs to a certain model of corporate governance. The indicator of share capital differentiation shows the extent to which packages of shares within a jointstock company differ in volume and, accordingly, in the management resources of their owners. The concept of collective and individual management resources in a joint-stock company has been introduced. The article reports a methodology for calculating the management resource of each package of shares, which allows to determine more accurately and quantitatively the available opportunities for managerial influence of their owners on the enterprise’s activity compared with the use of nominal indicators of the size of the share packages. It has been revealed that the deviation of the values of the shareholders’ management resources from the indicators of the relative sizes of their packages of shares occurs as a result of the differentiation of the share capital. The specified dependence is proportional – the higher the capital differentiation is, the more significantly the available management resource of shareholder deviates from the nominal value of his package of shares, and vice versa. The indicator of share capital dispersion characterizes the degree (depth) of the division of the statutory share capital into separate parts (packages of shares). It has been found that this indicator by itself does not affect the implementation of the management function, i.e. it is indifferent (insensitive) to the parameters of establishing the management control in the company.
The system of financing sports clubs in the Republic of Croatia is the closest to a mixed model in which the main sources of financing are: budget funds and the economy. It is an indisputable fact ...that professional sports clubs in the Republic of Croatia from the beginning of the 1990s until today have actually relied mainly on city administrations and majority state-owned companies in terms of funding. In the total revenue structure of all major sports clubs in Croatia, all other revenues including the private sector, TV rights, ticket revenues, revenues from own marketing, were extremely small and in fact such an inadequate revenue structure of almost all clubs created “dependent clubs” that have become existentially addicted to public money in the case of non-commercial sports, or in the case of football addicted to UEFA revenues or player transfers which in turn have great variability. The paper examines and proves that the greatest impact on reducing financial risk in business have their own revenues generated by sports teams in Croatia. All the funds they receive from the budget or from sponsors from the economy are not enough to reduce the risk and the club to operate without difficulty.
The article aimed to substantiate the differentiated impact of critical internal factors of the economic activities on the market value of shares for joint-stock companies accounting for the ...organizational development cycle. Using the Company’s Financial Statements in the Automotive and Component subsectors listed on the Indonesia Stock Exchange for 2008-2021, the Chow test, path analysis, and t-criterion, we determined the features of the relationship between the share price and the economic performance indicators of joint-stock companies are determined. We used path analysis for modeling to assess the relationship between the price of shares and the number of dividend payments per share, asset turnover, and net profit per share built. A differentiated nature of the relationship between the indicators depending on the accounting company’s life cycle has been established. Knowing the stage of the business, the company can develop the most effective dividend strategy and determine the appropriate management method.
PDF
